He reviewed the agenda and subsequently asked for
adoption. It was moved, seconded, and passed to adopt the agenda as
presented.

2. SECRETARY’S REPORT

Secretary Ronald Smith, presented the minutes
of the February 2002 Board of Trustees' meeting, and asked for approval.
After noting minor errors, it was moved, seconded, and passed to approve
the minutes with corrections.

3. NSF/GEO ASSISTANT DIRECTOR

Margaret Leinen, Assistant Director, NSF Geosciences
Division, noted the 13% increase planned for NSF/GEO this next year. She
also said that more attention will be given in the coming years to cross
divisional scientific work, such as research on rivers, wetlands, watersheds;
biogeosciences; and cyberinfrastructure.

She reported that this has been a "terrific year
for developing new ideas", and expects to see even more interesting new
proposals as the GEO budget continues to grow. She also spoke about the
survey conducted last year on size and duration of grants, saying that
the analysis shows that funding grants at the rate of approximately $300K/year
for 5 years is a more realistic goal for the Foundation.

4. NOAA DEPUTY ADMINISTRATOR REMARKS

James Mahoney, Assistant Secretary of Commerce for
Oceans and Atmosphere, joined the Trustees. He made remarks on the importance
of increasing collaborations within NOAA programs, but also among all
agencies. He especially noted the need for NOAA and NASA to work more
closely together. He reported that planning efforts are underway for the
new program created by the current administration, the Climate Change
Research Initiative (CCRI). He announced that a workshop to begin to define
the course of the CCRI will be held in late fall.

5. AUDIT AND FINANCE COMMITTEE REPORT

Vice President for Finance and Administration Katy
Schmoll thanked Mary Jo Richardson, who served as interim chair of the
Audit and Finance Committee, and reported on the meeting the previous
day. The Committee heard reports on the new airplane hangar for the GV
HIAPER aircraft, updates on the bond fundings, and on the Facilities Oversight
Review, during which UCAR served as a prototype for the new NSF review
process. UCAR received a very positive report she announced. Steve Sadler,
Director of Safety Services, reported on the Business Continuity Plan.

It was regularly moved, seconded, and passed
to accept the report of the Audit and Finance Committee.

6. TREASURER'S REPORT

Schmoll reported that UCAR's NSF base is up due to
HIAPER and the Advanced Research Computing System (ARCS) programs in NCAR
and DLESE, NSDL, and COSMIC funding in UOP. She reported that, as expected,
there is limited growth in the general fund, but that the investment portfolio
is doing better than expected.

It was regularly moved, seconded, and passed
to accept the report of the Treasurer.

The Board convened in Executive Session from 12:15-1:00pm.
(The minutes are kept in the corporate offices.)

7. NSF REPORT

Cliff Jacobs, Head, UCAR & Lower Atmospheric
Facilities Oversight Section, ATM/GEO, reported that the GEO/NSF decision
not to compete the NSF Cooperative Agreement for the management of NCAR
was accepted by the National Science Board, but that, most likely, it
will be competed in the future. This is consistent with the NSB Policy
stating that such significant awards are to be competed unless it is not
in the best interest of the science. The decision not to compete this
year was predicated on the fact that there has been an extensive review
process over the past year and a new NCAR strategic plan has been implemented,
thus the disruption to the institution would be significant. He outlined
what he expected the UCAR proposal to include, and announced the proposal
submission date of 30 September, with the site visit of NSF proposal review
panel tentatively planned for 17-19 December in Boulder.

8. UCAR PRESIDENT'S REPORT

UCAR President Richard Anthes reported on the following
items:

the NSF reviews and proposal activity over the
past year

UCAR Salary budget: there was an increase of 4.06%
which was very close to the 4% budget cap approved by the Trustees.

history of scientific appointments. Anthes showed
the scientific staff data from 1995 to the present, pointing out increases
in women and minority scientists.

Paid Time Off (PTO). Anthes reported that the
new system was now on track. He outlined the employees' two options
once this goes into effect : staying with the current plan, or moving
to the new PTO plan, with new employees going automatically on the new
plan.

the Mesa Lab refurbishment is going well.

Space Planning. Anthes said that planning for
present and future space needs has been an all consuming project over
the past few months. He reported that after the recent analysis done
internally, and by OZ Architecture and the Staubach real estate company,
it's become clear that significant additional space is needed now and
that purchasing Center Green is an excellent part of the solution to
our space needs for at least the next five years. Additional space beyond
Center Green is likely to be required. He said that the UCAR Space Strategic
Space Analysis and the OZ and Staubach reports will be completed by
the end of June.

9. NCAR DIRECTOR'S REPORT

NCAR Director, Tim Killeen, presented an overview
of NCAR activities over the past 4 months since the last Board meeting.
Some of the items covered were:

the NCAR Retreat in June. He reported that
space issues and the NCAR strategic initiatives were the main topics
of discussion.

$73.13M budget for FY02, an increase of 11.4%
over the FY 01 budget.

the need to continue the commitment to increase
the number of women and minority scientists.

the NCAR opportunity fund. 13 proposals received
for approximately $1M in funds.

The Advanced Research Computing System (ARCS)
that creates a five-fold increase in computing power.

The International H2O Project (IHOP) field experiment,
currently underway over the Southern Great Plains of the United States,
is the largest field campaign NCAR has supported to date.

the success of the Research Applications Program,
the fastest growing division in NCAR with 12% growth in the past year,
funded for the most part by non-NSF funds.

10. MEMBERS NOMINATING COMMITTEE

Mary Jo Richardson, Chairwoman of the Members'
Nominating Committee, reported on the meeting of that committee held Tuesday
before the Board Meeting convened. She announced the slates of Trustee
candidates and Members' Committees.

11. NATIONAL WEATHER SERVICE UPDATE

Jack Hayes, Director of the Office of Science
and Technology at the National Weather Service, updated the Trustees on
NWS activities. He spoke of the productive relationship between research
and operations at NOAA, and of the value of the NWS/OAR partnership. He
said the challenges remain in managing the large volumes of weather data;
getting good observations, and analysis of, the water cycle. He also spoke
of his regard for UCAR and NCAR, and his hope to work more closely with
them in the future.

12. DOE BIOLOGICAL AND ENVIRONMENTAL SCIENCES
UPDATE

Ari Patrinos, Associate Director for Biological
and Environmental Sciences at DOE, talked with the Trustees about DOE
prioritization efforts now underway for climate change core research areas.
The main research thrusts are in the studies of climate variability and
the carbon cycle. DOE is continuing to develop and apply coupled models
to advance the state of climate modeling in this country.

13. OCTOBER MEMBERS MEETING FORUM PLANS

Jack Fellows presented the plans for the upcoming
October Members' Meeting Forum, and the Trustees suggested speakers and
participants for the Forum, which will focus on enhancing the partnerships
between the private, public, and academic sectors.

14. HIAPER UPDATE

David Carlson, Director of the Atmospheric Technology
Division, updated the Trustees as requested for each Board Meeting during
the HIAPER project development. He showed pictures of the recently completed
the HIAPER GV airframe, and reported that the project is on schedule for
instrumentation of the plane, with a workshop scheduled for late fall.

15. NATIONAL SCIENCE DIGITAL LIBRARY PROJECT (NSDL)
UPDATE

David Fulker, Director of NSDL, reviewed the
progress of this new UCAR program. He described it's relationship to the
UOP program, Digital Library for Earth Science Education (DLESE), showed
how it will function, and provided an overview of DLESE as well.

Thursday, 13 June

16. NSF DEPUTY DIRECTOR REMARKS

Dr. Joseph Bordogna, Deputy Director of NSF,
joined the Trustees. He said that there is a large gap between resources
requested from NSF and the resources available and that NSF is exploring
ways to close that gap. He spoke of the need for science to work at the
"very frontier", and to develop a diverse and "cutting edge" workforce.
He said challenges facing the NSF include responding to changing priority
areas, particularly how to transform initiatives into "new frontier items".
The important questions, Bordogna said, are: "What changes are taking
place in the science?" and "How do you keep disciplines contemporary?"
Discussion centered on the challenge of creating new structures at NSF
to respond to how the science is changing, and how to effectively support
new areas of research.

17. UNSTRUCTURED DISCUSSION

Discussion among the Trustees focused on potential
changes in the current institutional structures at NSF and the universities
over the next ten years in response to more integrative approaches to
solve scientific questions.

David Skaggs then raised the issue of Board diversity
of expertise and backgrounds, citing his sense of fiduciary responsibility
to UCAR to make sure that broad experience is brought to bear on the decisions
the Board is asked to make. He said that the UCAR university core is vital
to maintain, and the growing complexity of the organization requires
that the Board be broadened to take advantage of other kinds of expertise
as well. Cliff Jacobs agreed, saying that the breadth and expertise of
the Board may be an issue in the next cooperative agreement process.

Options were discussed with varying opinions
expressed. It was suggested that expertise might be found in the Member
universities' administrations. A mild concern was voiced over the potential
unwieldiness of a larger Board. In general, however, the Board was in
general agreement that the Board needed to be broadened.

18. U.S. HOUSE OF REPRESENTATIVES' APPROPRIATIONS
COMMITTEE

STAFF VISIT

Frank Cushing, Staff member to the House of Representatives'
Appropriations Committee, brought the Trustees up to date on FY03 science
appropriations process. He mentioned the uncertainties around the Homeland
Security appropriations and that the House is looking forward to seeing
how a balance in programs will be struck. He remarked that despite all
of the competing needs, Congressional interest in science remains high,
that science is doing good things for society in general, and for the
economy.

19. NOAA OAR DIRECTOR REMARKS

David Evans, Director of OAR/NOAA, joined the
Trustees. He emphasized that the NOAA "connections with universities is
vital." He noted especially David Rogers' Office of Weather and Air Quality
as successful in moving research into the operational area. He spoke of
the importance of effectively shaping the new program, the Climate Change
Research Initiative (CCRI), and establishing priorities using existing
planning documents and academic reports.

He said that the USWRP "hasn't gotten a lot of
traction" though it's been around for a number of years. However, "there
is new life there" as witnessed by the fact that USWRP research is being
integrated into the Weather Research and Forecasting (WRF) Model.

The Board convened in Executive Session from 11:00-1:30pm.
(The minutes are kept in the corporate offices.)